The contract law case of Lucy v Wood


Sep 1, 2004
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"Lady Lucy Duff Gordon (1863-1935) was a famous fashion designer in the early 20th century, and a survivor of the sinking of the RMS Titanic in 1912. Today, she may be best known as the losing party in the contract law case of Lucy v. Wood, in which Judge Benjamin Cardozo made new law when he held her to a contract assigning Wood the sole right to market her fashions"

I have found this article on Wikipedia. Could me anybody explain that about "the contract law case of Lucy v. Wood"? I have not heard it before

Many thanks, Vitezslav

the contract law case of Lucy v. Wood
 
Mar 20, 2000
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Vitizslav:

The article you found is one of many about the Wood-vs-Duff Gordon case that can be accessed online.

You will find a lot of different interpretations of the case, more or less accurate. Suffice to say Lucy Duff Gordon was sued in 1916 by her advertising agent Otis Wood for breach of contract when she placed her name on the market on two notable occasions without his representation. She had entered into negotiations with Sears, Roebuck & Co. and Chalmers Motor Co. (now Chrysler Corp.) for what turned out to be high-dollar endorsement deals, and Wood wanted a piece of the pie.

Her lawyers argued that her contract with Wood was invalid as he never promised specifically to secure endorsements for her. A lower court ruling found in her favor, but Wood’s attorneys appealed the case to the Supreme Court which reversed the first court’s judgment, indeed finding against her for breach of contract. Result: he got his piece of the pie.

The case was considered a landmark in U.S. business law at the time and even now almost any contracts-related trial uses Wood-vs-Duff Gordon as a premise. It is required reading by first year law students today as well.

You won’t find anything about this in LDG’s autobiography, by the way. It wasn’t a shining moment for her! (It was sort of the Martha Stewart trial of its day).

I have a PDF file of an extensive study of this case made by Prof. Victor Goldberg of Columbia University. I can email you a copy if you’d like.

Randy
 

Noel F. Jones

Member
May 14, 2002
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I was coming on to say that the correct citing should be:

Wood v. Lucy, Lady Duff Gordon

and that the issue was - apparently - Consideration.

I was intending to say that as yet I have been unable to find a date or jurisdiction, but Randy seems to have beaten me to it in fine style. I'm getting the impression that the real issues were Construction and Agency!

Whatever, if you're in the USA it will be lying about in the contract law textbooks for the perusing.

Noel
 

Mark Baber

Moderator
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Jul 4, 2000
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The full citation, for those interested, is Wood v. Lucy, Lady Duff-Gordon, 222 N.Y. 888, 118 N.E. 214 (1917), reargument denied, 222 N.Y. 643, 118 N.E. 1082 (1918), rev’ing 177 A.D. 624, 164 N.Y.S. 576 (1st Dept., 1917). The decision was by the New York Court of Appeals, the highest state court in New York.
 
Mar 20, 2000
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Thanks Noel and Mark for clarifying. I am sloppy in my knowledge of the law! But I had several attorneys look over my chapter on Lucy Duff Gordon’s legal scrapes and they slapped some weak parts of it into shape.

Mark, you have added a tidbit there that I was not aware of —— about the 1918 reargument. I’m not surprised that LDG tried to get the case heard again, or that Justice Cardozo denied the appeal. I have a copy of the arguments for the first cases, thanks to Prof. Goldberg, but I never found anything about the 1918 attempt to air the case again.

One of the things that I was happy to see Goldberg clear up in his paper is the widespread opinion among legal historians that Cardozo was trying to be snide in his famous opening remarks in which he said "the defendant styles herself a ‘creator of fashions.’" The truth is that that IS how she "styled" herself —— it wasn’t a stab at her at all.

There have also been some quite controversial so-called "queer theories" about Cardozo’s personal antipathy for Lucy, based on speculations about the judge’s sexuality, and I think they are so much liberal rubbish. I don’t believe he cared one way or the other about her, and so was definitely not out to get her because she was an "alpha-female," as some academics have referred to her.
 
Sep 5, 2005
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Randy:

I wouldn't be so fast to conclude in your book that Cardoza was NOT sneering at Lucy Duff Gordon when he said "the defendant styles herself a creator of fashions." Cardoza was a master of the English language, THE writer of writers of the legal profession matched only by one or two others in American history. Had Cardoza really meant that she was a creator of fashions he would have said so--that she styles herself as one, I and many, many others take as his sneer towards her. In my legal class, I took the position that you do, Randy, and was told that most legal scholars believe Cardoza was sneering. I have only revised my opinion based upon my knowledge of Duff-Gordon's behavior on the Titanic and in the lifeboat. From what I know of Cardoza, he probably was sneering, not because of sexuality, but because he could only sneer at a woman whose only care in the middle of the ocean after seeing hundreds of people tragically die was for her maid's beloved French nightgown.

Having Goldberg "clear up" the matter of the sneer among legal historians is a little like having Madeleine Astor "clear up" the matter about the alleged bribes on the lifeboat or the Gordons commandeering their own lifeboat--I think the legal world will just shrug and say Goldberg is entitled to his opinion.
 
Sep 5, 2005
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oh yes, and by the way, the case was about both consideration and an implied vs. explicit contract. basically, Wood and Duff-Gordon signed a contract making him the exclusive licensee to sell her fashions. In fact, he got no contracts. Wood sued Duff-Gordon when she tried to sell her own goods to stores, but she said exclusive licensee did not prohibit her from selling her own goods and getting her own contracts. She furthermore claimed that he breached the contract because he got her no contracts. Cardozo said that since the wording of the contract was that he would be paid for any contracts that he got, there still was a valid contract even though he didn't get any contracts. He said that her offer to pay was her offer of consideration, and that his offer of consideration was the promise to devote his efforts to getting her contracts. The case stands for the proposition that consideration can be an implicit term of the contract and that an indefinite promise does not mean that there was not a promise made. Basically, legal historians feel that Cardoza stretched to make the Wood/Duff-Gordon contract valid, but the case nonetheless stands for an important legal proposition.
 
Mar 20, 2000
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Caroline:

"….I wouldn't be so fast to conclude in your book that Cardoza was NOT sneering at Lucy Duff Gordon when he said "the defendant styles herself a creator of fashions…."

I’ve researched Lucy pretty exhaustively over the years, so my conclusion isn’t "fast." As to the Wood-vs.-Duff Gordon suit, I’ve looked into it extensively, examining original source material relating to the case as well as to Lucy’s career. Along with her design work, she was the fashion correspondent for the Hearst press, her weekly columns describing her as "the greatest living creator of fashions." In addition, her press agent and advertising man (Wood) both used the phrase "creator of fashions" in their promotional work for her. So the term was PRECISELY how Lucy "styled" herself —— "style," of course, referring to her trade or commercial identity.

"….In my legal class, I took the position that you do, Randy, and was told that most legal scholars believe Cardoza was sneering…."

Although most studies in contact law mention the Lucy case, until Dr. Goldberg’s research there was no in-depth examination of contemporary material that related to Lucy’s career to place the case in context. Just studying Cardozo, without an understanding of Lucy and her publicity, isn’t thorough research. I’ve also consulted several scholars, apart from Goldberg, and have had positive feedback regarding the new light being shed on the interpretation of Cardozo’s opening remarks.

"….I have only revised my opinion based upon my knowledge of Duff-Gordon's behavior on the Titanic and in the lifeboat. From what I know of Cardoza, he probably was sneering, not because of sexuality, but because he could only sneer at a woman whose only care in the middle of the ocean after seeing hundreds of people tragically die was for her maid's beloved French nightgown…."

You know, that’s really unfair, and it’s also quite wrong. You have not undertaken the research I have into Lucy Duff Gordon’s life and career, nor do you seem even to be very well-versed in your Titanic history. The truth is that the Titanic disaster was a tremendous grief to the Duff Gordons —— Lucy’s letters and private papers and the memories her grandchildren have shared with me prove that beyond any doubt. Also, the Titanic disaster didn’t adversely affect Lucy’s career at all. There was gossip and rumor but it didn’t hurt her professionally. So I doubt Cardozo had the Titanic on his mind in 1916-17, especially with WWI raging. Lastly, Mabel Francatelli was Lucy’s secretary, not her maid, and the nightdress was one of several wardrobe items Lucy was giving her for her birthday.

I would suggest you read a bit more of what I and others have shared on this forum over the years before you make rash judgments based on not-always balanced accounts.

Randy
 
Mar 20, 2000
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Here are some links to archived ET discussions about the Duff Gordons that I have contributed to. I don't pretend to have all the answers, and I really don't care to be the last word on Lucy's life. But as I have tried to approach her remarkable story with the sensitivity, honesty and thoroughness that is lacking in most biographers, I believe I have insight to offer that should be of some value at least.

https://www.encyclopedia-titanica.org/discus/messages/5811/86822.html

In addition to my forthcoming book on Lucy, I wrote a two-part article on the Duff Gordons’ Titanic experiences way back in 1991 for the Titanic Historical Society’s journal. The British Titanic Society also published an excerpt from my book in 2003. The upcoming issue of the THS journal (No. 170) will also feature an extensively illustrated article I did on Lucy’s career.
 
Sep 5, 2005
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Randy--

I understand that Duff-Gordon called herself a creator of fashion, but many legal historians regard Cardoza's opening as a double entendre. Just because Goldberg thinks differently doesn't make it true. On the other hand, maybe his evidence is persuasive. But the legal world is not like the journalistic world.

I think you are being very unfair and may have fallen too in love with your subject. A large room filled with spectators wasn't there because Duff-Gordon's behavior after the Titanic was so empathetic. It doesn't mean she was unsympathetic to those grieving--the public loves a show. She may have written all about her concern to close friends and relatives, but she certainly didn't emerge as one of the Titanic heroines.

Come on, Randy, you are one person in a minority who is privy to documents that may show an empathetic side to Duff-Gordon. Of course, I don't have the information that you do.

But the Titanic uproar lasted for a long time. For the time, Cardoza stretched legal theory to find against Duff-Gordon.And this is from a judge regarded as "Mr. Fairness" himself.

And who in heck cares whether Mabel, whose last name Duff-Gordon liked to "anglosize" was her secretary or her maid? Forgive me for not having all details at my fingertips. But if Duff-Gordon was so caring, why couldn't she call her secretary by her name, rather than "Miss Franks"? And does it really make it any better that the nightgown was a birthday present? Hundreds of people are dying in front of their eyes, while they are in a lifeboat with 12 people, including themselves--and Duff-Gordon is concerned with her birthday present to her secretary?? Was "Miss Franks" concerned with her ruined nightgown? Did Duff-Gordon say, "oh, no matter. I'll buy you another when we reach New York." Randy, you must admit that even to bring up the subject of the nightgown then was trivial.

Actually, I was trying to help you, to suggest some balance. But never mind.
 
Mar 20, 2000
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"…but many legal historians regard Cardoza's opening as a double entendre…."

That doesn’t make them right. I’ve consulted a number of respected legal historians and have quoted them in my chapter about the Wood case. You are welcome to draw whatever conclusion you will, but why not wait till you have read what the "other side" says? You are basing your opinion on what some have written. But have you read Goldberg’s paper? Have you attended any of the recent lectures by other professors who are using some of Goldeberg’s findings?

"….I think you are being very unfair and may have fallen too in love with your subject…."

I’m not being unfair, quite the reverse. Nor am I "too in love" with my subject. I am always passionate about my subjects but I am also always objective in my writing and research. I believe showing the flaws and failures of a subject along with his or her strengths and achievements is the only way to accurately portray any individual. I’ve done that in my news work as well as in my history writing.

"….She may have written all about her concern to close friends and relatives, but she certainly didn't emerge as one of the Titanic heroines…."

Conversely, neither did many other women on board emerge as heroines, but that doesn’t make them villains.

"….Come on, Randy, you are one person in a minority who is privy to documents that may show an empathetic side to Duff-Gordon. Of course, I don't have the information that you do…."

Yes, but I have shared that information in a public venue like this and in publications in order to show a side that hasn’t been aired. That’s the business of a biographer or any history writer —— to tell the truth, even when people would rather believe the more dramatic untruth. And I believe I have done the best that I can to tell the truth. It won’t change the fact that ill-informed people will always prefer controversy and enmity. But I think in time the truth will be seen by the fair-minded that it was nothing but tabloid sensationalism that originally indicted the Duff Gordons. Many responsible members of the press subsequently helped turn the bias and unfairness around, and in time the Duff Gordons were championed by the more prestigious sector of the media. But this part of the story hasn’t been told yet.

"….But the Titanic uproar lasted for a long time…."

No, it didn’t. You need to do more research there.

"….For the time, Cardoza stretched legal theory to find against Duff-Gordon. And this is from a judge regarded as "Mr. Fairness" himself…."

Cardozo stretched legal theory but he did it because he believed there was in fact a valid contract "however imperfectly expressed," as he put it. His finding wasn’t influenced by any personal feelings whatsoever about Lucy Duff Gordon, and to suggest it is to dishonor his character.

"….And who in heck cares whether Mabel, whose last name Duff-Gordon liked to "anglosize" was her secretary or her maid?…."

I care because it’s not true. Facts are facts, no matter how small, because they build to a larger truth. Mabel Francatelli was employed as a business secretary for Lucile, Ltd, Lucy’s company, and later as a social secretary to Lucy herself. Those are the facts.

"….But if Duff-Gordon was so caring, why couldn't she call her secretary by her name, rather than "Miss Franks"?…."

"Franks" was just a nickname like many of us have. It was an affectionate name, reserved for someone whom Lucy cared a great deal for, as her letters show. Mabel Francatelli adopted it as her own and even signed her letters "Franks." Her friends and relatives also called her "Franks" or "Frankie." You’re making something out of nothing.

"….And does it really make it any better that the nightgown was a birthday present?…."

It does. It shows the special relationship between the two, and Lucy’s generosity, which is characteristic of her treatment of her employees, as published and unpublished material support.

"….Hundreds of people are dying in front of their eyes, while they are in a lifeboat with 12 people, including themselves--and Duff-Gordon is concerned with her birthday present to her secretary?…."

You are determined to find fault, and are being really unreasonable. You must have very little understanding of humanity. People do and say all kinds of things when they are stressed or facing fear and grief. It is a known psychological fact. Just after the current disaster of the hurricane, a story was told me by an evacuee of a man rescued by fishermen who kept fiddling with his wrist watch, complaining that it had water in it. The mind tries to block out what’s happening. Lucy’s comment to Franks was a simple, unimportant remark, made in a moment of sorrow. She was trying to instill humor into sadness, as she often did. The actual remark, by the way, was "Fancy you’ve actually left your beautiful nightdress behind you," referring to her secretary having flung on an odd mix of clothes. I’m sure there were similar careless comments being made in other lifeboats by other people. But I bet you wouldn’t automatically assume those folks were insincere or cold-hearted. I suppose that with a wealthy, famous, titled lady, those facts alone create a persona of indifference. People want villains or heroes in a story. No one wants to hear that most people, including those who are labeled "villain" or "hero," are neither.

"….Randy, you must admit that even to bring up the subject of the nightgown then was trivial. …"

Trivial, thoughtless —— yes. Mean, uncaring —— no.

"….Actually, I was trying to help you, to suggest some balance. But never mind…."

Help me? Please spare me next time. Your tone and tack were not helpful and they weren’t intended to be. You were trying to be smart about something you don’t know anything about (and apparently don’t care anything about).

Randy
 

James Smith

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Dec 5, 2001
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For what it's worth (which probably isn't month)

I am three weeks into a contract law class at the University of Utah law school, and oddly enough tonight's reading assignment discusses the Cardozoan (as in Benjamin Cardozo) vs. Holmsian (as in Oliver Wendell Holmes) views of consideration in contracts. Obviously we've barely scratched the surface of an enormously complex (and rather boring, in my opinion) subject, but the impression I've received so far is that Cardozo took a broad view of the definition of consideration. Whatever verbal slights he may or may not have tendered to Lady Duff-Gordon in Wood, the doctrine he advances in his opinion seems to harmonize quite well with his general outlook and I don't think you can characterize that finding as a deliberate twisting of the law in order to embarass/harm Lady Duff-Gordon. Furthermore if there were any animosity on Cardozo's part towards Lady Duff-Gordon, then I would think that professional ethics would have demanded Cardozo recuse himself from the case.

--Jim
 
Mar 20, 2000
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Jim:

I appreciate your opinion and think you’ve expressed it perfectly. Actually, I agree with everything you said!

One last thing about Justice Cardozo’s opening remarks. In looking over Lucy Duff Gordon’s attorneys’ papers again, and at court records that include her original contract with Otis Wood, it appears that the remarks Cardozo made about Lucy’s position in the fashion world were based on these documents. This seems to support the theory that his comments were not snide but merely a matter-of-fact summarization of Lucy’s work.

Randy
 

Noel F. Jones

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May 14, 2002
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"Having Goldberg "clear up" the matter of the sneer among legal historians is a little like having Madeleine Astor "clear up" the matter about the alleged bribes on the lifeboat or the Gordons commandeering their own lifeboat--I think the legal world will just shrug and say Goldberg is entitled to his opinion."

Apropos "styling", I would opine that within the strict protocols of the courtroom it would be entirely correct for a judge to so describe an appellant in any preamble prior to that appellant's concomitant history being brought into court.

At that stage it would remain to be seen whether the appellant's history matched up to her self-description, seeing that in the present case this was germane to the issue before the court.

It does not follow that social commentators, exercised by extraneous issues, were justified in putting a pejorative construction upon the judge's choice of words.

Noel
 
J

João Carlos Pereira Martins

Guest
I think that Lucille Duff-Gordon was the main fashion designer of Queen Mary of England and Sir Cosmo used to frequent the royal parties and he was a notable guest in Buckingham Palace.

João
 
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sashka pozzetti

Guest
If you search on Google for details of this case, you will find, as I did, that there is going to be a 2 day conference at PACE University celebrating the 90th anniversary of this case. it sounds fascinating, with four, yes four! 'Lucile' experts talking about her work and influence, and a whole bunch of lawyers talking about the case she lost. It is amazing to think that this extraordinary woman is still influential and talked about today! :)
 

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